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Corporate profit sharing/buyout with deadbeat partner

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Junior Member
What is the name of your state?What is the name of your state? MN

I and two other people formed a corporation 5 years ago that offers a software service. We are each 1/3 partners and distributed profits equally for the first 3 1/2 years. Unfortunately, 2 of us have done 99% of the work (all software development, managing the books, servicing acct). The President and I now realize partner number 3 is never going to do anything. We would like to divide profits again now but want 'consideration' for all our time over the last 18 months. Can we call a board of directors/shareholders meeting and elect ourselves salaries or bonuses and make them retroactive? We also want to buy partner 3 out but he wants 1/3 of what is in the bank account (rediculous...at least morally). I'm trying to convince our President to call a meeting so I can make a motion to vote on compensation, then another motion to disolve the corp. (We can easily form a new partnership and our clients would understand) If we do this can we get sued? Can we continue to use the software we developed or does partner 3 have some right to profit from it?

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